<SUBMISSION>
<ACCESSION-NUMBER>0000902664-08-001364
<TYPE>SC 13G/A
<PUBLIC-DOCUMENT-COUNT>1
<FILING-DATE>20080214
<DATE-OF-FILING-DATE-CHANGE>20080214
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>HOT TOPIC INC /CA/
<CIK>0001017712
<ASSIGNED-SIC>5600
<IRS-NUMBER>770198182
<STATE-OF-INCORPORATION>CA
<FISCAL-YEAR-END>0130
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13G/A
<ACT>34
<FILE-NUMBER>005-48895
<FILM-NUMBER>08618018
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>18305 EAST SAN JOSE AVENUE
<CITY>CITY OF INDUSTRY
<STATE>CA
<ZIP>91748
<PHONE>6268394681
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>18305 EAST SAN JOSE AVENUE
<CITY>CITY OF INDUSTRY
<STATE>CA
<ZIP>91768
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>Prentice Capital Management, LP
<CIK>0001326150
<IRS-NUMBER>731728931
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13G/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>900 THIRD AVENUE, 11TH FLOOR
<CITY>NEW YORK
<STATE>NY
<ZIP>10022
<PHONE>(212) 756-8040
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>900 THIRD AVENUE, 11TH FLOOR
<CITY>NEW YORK
<STATE>NY
<ZIP>10022
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>sc13ga.txt
<DESCRIPTION>HOT TOPIC, INC.
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                ----------------

                                 SCHEDULE 13G/A
                                 (Rule 13d-102)

                                ----------------

              INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO
                         RULES 13d-1(b), (c) AND (d) AND
                      AMENDMENTS THERETO FILED PURSUANT TO
                     13d-2 UNDER THE SECURITIES EXCHANGE ACT
                           OF 1934 (Amendment No. 1)*

                                 HOT TOPIC, INC.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                    441339108
                                 (CUSIP Number)

                                December 31, 2007
             (Date of Event Which Requires Filing of this Statement)
         Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

         [ ]  Rule 13d-1(b)

         [X]  Rule 13d-1(c)

         [ ]  Rule 13d-1(d)

-----------

         * The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.

         The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).

<PAGE>


Schedule 13G/A

CUSIP No. 441339108                                            PAGE 2 OF 8
------------------------------------------------------------------------------
(1)      NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         Prentice Capital Management, LP
------------------------------------------------------------------------------
(2)      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                        (a) [ ]
                                                        (b) [X]
------------------------------------------------------------------------------
(3)      SEC USE ONLY
------------------------------------------------------------------------------
(4)      CITIZENSHIP OR PLACE OF ORGANIZATION
                          Delaware
------------------------------------------------------------------------------

NUMBER OF                  (5)      SOLE VOTING POWER
                                                     0
SHARES                     ---------------------------------------------------

BENEFICIALLY               (6)      SHARED VOTING POWER
                                                     2,250,338 (See Item 4)
OWNED BY                   ---------------------------------------------------

EACH                       (7)      SOLE DISPOSITIVE POWER
                                                     0
REPORTING                  ---------------------------------------------------

PERSON WITH                (8)      SHARED DISPOSITIVE POWER
                                                     2,250,338 (See Item 4)
------------------------------------------------------------------------------
         (9)   AGGREGATE AMOUNT BENEFICIALLY OWNED
               BY EACH REPORTING PERSON
                                                     2,250,338 (See Item 4)
------------------------------------------------------------------------------
         (10)  CHECK BOX IF THE AGGREGATE AMOUNT
               IN ROW (9) EXCLUDES CERTAIN SHARES                          [ ]
------------------------------------------------------------------------------
         (11)  PERCENT OF CLASS REPRESENTED
               BY AMOUNT IN ROW (9)
                                                     5.16% (See Item 4)
------------------------------------------------------------------------------
         (12)  TYPE OF REPORTING PERSON
                                                     PN
------------------------------------------------------------------------------

<PAGE>


Schedule 13G/A

CUSIP No. 441339108                                                PAGE 3 OF 8

------------------------------------------------------------------------------
(1)      NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         Michael Zimmerman
------------------------------------------------------------------------------
(2)      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                        (a) [ ]
                                                        (b) [X]
------------------------------------------------------------------------------
(3)      SEC USE ONLY
------------------------------------------------------------------------------
(4)      CITIZENSHIP OR PLACE OF ORGANIZATION
                        United States of America
------------------------------------------------------------------------------

NUMBER OF                  (5)      SOLE VOTING POWER
                                                     0
SHARES                     ---------------------------------------------------

BENEFICIALLY               (6)      SHARED VOTING POWER
                                                     2,250,338 (See Item 4)
OWNED BY                   ---------------------------------------------------

EACH                       (7)      SOLE DISPOSITIVE POWER
                                                     0
REPORTING                  ---------------------------------------------------

PERSON WITH                (8)      SHARED DISPOSITIVE POWER
                                                     2,250,338 (See Item 4)
------------------------------------------------------------------------------
         (9)  AGGREGATE AMOUNT BENEFICIALLY OWNED
              BY EACH REPORTING PERSON
                                                     2,250,338 (See Item 4)
------------------------------------------------------------------------------
         (10) CHECK BOX IF THE AGGREGATE AMOUNT
              IN ROW (9) EXCLUDES CERTAIN SHARES                      [ ]
------------------------------------------------------------------------------
         (11) PERCENT OF CLASS REPRESENTED
              BY AMOUNT IN ROW (9)
                                                     5.16% (See Item 4)
------------------------------------------------------------------------------
         (12) TYPE OF REPORTING PERSON
                                                     IN
------------------------------------------------------------------------------

<PAGE>


Schedule 13G/A

CUSIP No. 441339108                                               PAGE 4 OF 8

ITEM 1(a).  NAME OF ISSUER:

            Hot Topic, Inc., a California corporation (the "Company")

ITEM 1(b).  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

            18305 East San Jose Avenue
            City of Industry, CA 91748


ITEM 2(a).  NAME OF PERSON FILING:

            This statement is filed by the entities and persons listed all of
whom together are referred to herein as the "Reporting Persons":

            (i)  Prentice Capital Management, LP, a Delaware limited partnership
                 ("Prentice Capital Management"), with respect to the shares of
                 common stock ("Common Stock"), reported in this Schedule 13G/A
                 held by certain investment funds and managed accounts.

            (ii) Michael Zimmerman, who is the Managing Member of (a) Prentice
                 Management GP, LLC, the general partner of Prentice Capital
                 Management, (b) Prentice Capital GP, LLC, the general partner
                 of certain investment funds and (c) Prentice Capital GP II,
                 LLC, the managing member of Prentice Capital GP II, LP, which
                 is the general partner of certain investment funds, with
                 respect to the Common Stock reported in this Schedule 13G/A
                 held by certain investment funds and managed accounts.

ITEM 2(b).  ADDRESS OF PRINCIPAL BUSINESS OFFICE:

         The address of the principal business office of Prentice Capital
Management and Michael Zimmerman is 623 Fifth Avenue, 32nd Floor, New York, New
York 10022.

ITEM 2(c).  CITIZENSHIP:

         Prentice Capital Management is a Delaware limited partnership.
Michael Zimmerman is a United States citizen.

ITEM 2(d).  TITLE OF CLASS OF SECURITIES:

         Common Stock

ITEM 2(e).  CUSIP NUMBER:

         441339108

<PAGE>


Schedule 13G/A

CUSIP No. 441339108                                               PAGE 5 OF 8

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 13d-1(b) OR 13d-2(b) OR (c),
CHECK WHETHER THE PERSON FILING IS A:

                  (a)[ ] Broker or dealer registered under Section 15 of the
                         Act;

                  (b)[ ] Bank as defined in Section 3(a)(6) of the Act;

                  (c)[ ] Insurance Company as defined in Section 3(a)(19) of
                         the Act;

                  (d)[ ] Investment Company registered under Section 8 of the
                         Investment Company Act of 1940;

                  (e)[ ] Investment Adviser registered under Section 203 of the
                         Investment Advisers Act of 1940:  see Rule
                         13d-1(b)(1)(ii)(E);

                  (f)[ ] Employee Benefit Plan, Pension Fund which is subject to
                         the provisions of the Employee Retirement Income
                         Security Act of 1974 or Endowment Fund; see Rule
                         13d-1(b)(1)(ii)(F);

                  (g)[ ] Parent Holding Company, in accordance with Rule
                         13d-1(b)(ii)(G);

                  (h)[ ] Savings Associations as defined in Section 3(b) of the
                         Federal Deposit Insurance Act;

                  (i)[ ] Church Plan that is excluded from the definition of an
                         investment company under Section 3(c)(14) of the
                         Investment Company Act of 1940;

                  (j)[ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

         IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(c), CHECK THIS
BOX. [x]

<PAGE>


Schedule 13G/A

CUSIP No. 441339108                                                PAGE 6 OF 8

ITEM 4.  OWNERSHIP.

                  Prentice Capital Management serves as investment manager to a
number of investment funds (including Prentice Capital Partners, LP, Prentice
Capital Partners QP, LP, Prentice Capital Offshore, Ltd., Prentice Special
Opportunities, LP, Prentice Special Opportunities Offshore, Ltd. and Prentice
Special Opportunities Master, L.P.) and manages investments for certain entities
in managed accounts with respect to which it has voting and dispositive
authority over the Common Stock reported in this Schedule 13G/A. Michael
Zimmerman is the Managing Member of (a) Prentice Management GP, LLC the general
partner of Prentice Capital Management, (b) Prentice Capital GP, LLC, the
general partner of certain investment funds and (c) Prentice Capital GP II, LLC,
the managing member of Prentice Capital GP II, LP, which is the general partner
of certain investment funds. As such, he may be deemed to control Prentice
Capital Management and the investment funds and therefore may be deemed to be
the beneficial owner of the securities reported in this Schedule 13G/A. Each of
Michael Zimmerman and Prentice Capital Management disclaims beneficial ownership
of all of the Common Stock reported in this Schedule 13G/A.

                  The percentages used herein are calculated based on the
43,586,679 shares of Common Stock issued and outstanding as of November 26, 2007
as reported in the Company's quarterly report on Form 10Q, filed with the
Securities and Exchange Commission by the Company for the quarterly period that
ended November 3, 2007.

         A.   Prentice Capital Management

              (a) Amount beneficially owned: 2,250,338

              (b) Percent of class: 5.16%

              (c) Number of shares as to which such person has:

                  (i)   sole power to vote or to direct the vote: 0

                  (ii)  shared power to vote or to direct the vote: 2,250,338

                  (iii) sole power to dispose or to direct the disposition: 0

                  (iv)  shared power to dispose or to direct the disposition:
                        2,250,338

         B.   Michael Zimmerman

              (a) Amount beneficially owned: 2,250,338

              (b) Percent of class: 5.16%

              (c) Number of shares as to which such person has:

                  (i)   sole power to vote or to direct the vote: 0

                  (ii)  shared power to vote or to direct the vote: 2,250,338

<PAGE>


Schedule 13G/A

CUSIP No. 441339108                                               PAGE 7 OF 8

                  (iii) sole power to dispose or to direct the disposition: 0

                  (iv)  shared power to dispose or to direct the disposition:
                        2,250,338

ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

            Not applicable.

ITEM 6.     OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

            Not applicable.

ITEM 7.     IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
            THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

            Not applicable.

ITEM 8.     IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

            See Item 4.

ITEM 9.     NOTICE OF DISSOLUTION OF GROUP.

            Not applicable.

ITEM 10.    CERTIFICATION.  (if filing pursuant to Rule 13d-1(c))

            Each of the Reporting Persons hereby makes the following
certification:

            By signing below each Reporting Person certifies that, to the
best of its knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and not held in connection with or as a participant in any transaction having
that purpose or effect.

<PAGE>


Schedule 13G/A

CUSIP No. 441339108                                               PAGE 8 OF 8

                                   SIGNATURES

         After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.



DATED:  February 12, 2008                  PRENTICE CAPITAL MANAGEMENT, LP

                                           /s/ Michael Weiss
                                           -------------------------------------
                                           Name:   Michael Weiss
                                           Title:  Chief Financial Officer

                                           MICHAEL ZIMMERMAN

                                           /s/  Michael Zimmerman
                                           -------------------------------------
                                           Michael Zimmerman





</TEXT>
</DOCUMENT>
</SUBMISSION>
